<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
XXX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000,
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO
___________.
Commission File No.: 000-25256
ORTHODONTIC CENTERS OF AMERICA, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 72-1278948
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
3850 N. Causeway Blvd., Suite 990
Metairie, Louisiana 70002
--------------------------------- --------------------
(Address of principal executive (Zip Code)
offices)
(504) 834-4392
----------------------------------------------------
(Registrant's telephone number, including area code)
5000 Sawgrass Village, Suite 25
Ponte Vedra Beach, Florida 32082
---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
At November 3, 2000, there were 48,679,672 outstanding shares of the
Registrant's Common Stock, $.01 par value per share.
<PAGE> 2
ORTHODONTIC CENTERS OF AMERICA, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
September 30, 2000 and December 31, 1999...............................................3
Condensed Consolidated Statements of Income -
Nine months ended September 30, 2000
and 1999 ..............................................................................4
Condensed Consolidated Statements of Income -
Three months ended September 30, 2000
and 1999 ..............................................................................5
Condensed Consolidated Statements of Cash Flow -
Nine months ended September 30, 2000 and 1999..........................................6
Notes to Condensed Consolidated Financial
Statements - September 30, 2000........................................................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..........................................9
Item 3. Quantitative and Qualitative Disclosures about
Market Risk...........................................................................16
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K......................................................17
</TABLE>
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Report may not be based on
historical facts and are "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
may be identified by reference to a future period(s) or by the use of forward-
looking terminology, such as "anticipate," "estimate," "believe," "expect,"
"foresee," "may" or "will." These forward-looking statements include the
statements regarding the Company's future growth, addition of Orthodontic
Centers, liquidity and capital resources. Such forward-looking statements
involve certain risks and uncertainties that could cause actual results to
differ materially from anticipated results. These risks and uncertainties
include regulatory constraints, changes in laws regulating the practice of
dentistry or the interpretation of such laws, competition from other
orthodontists and management companies, failure to consummate proposed
developments or acquisitions or to achieve anticipated operating results, the
ability of the Company to effectively manage an increasing number of Orthodontic
Centers, the general economy of the United States and the specific markets in
which the Orthodontic Centers are or are proposed to be located, and other
factors as may be identified from time to time in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999 and other filings with the
Securities and Exchange Commission or in other public announcements by the
Company. We undertake no obligation to update these forward-looking statements
to reflect events or circumstances that occur after the date of this report.
2
<PAGE> 3
Part 1. Financial Information
Item 1. Consolidated Financial Statements
Orthodontic Centers of America, Inc.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999 (1)
------------- ------------
(Unaudited)
(in thousands)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 7,401 $ 5,822
Investments -- 983
Patient receivables, net 32,997 25,976
Unbilled patient receivables, net 86,464 65,793
Deferred income tax asset 3,967 4,455
Current portion of amounts receivable
from orthodontic entities 8,805 7,944
Supplies inventory 7,640 8,195
Prepaid expenses and other assets 3,714 1,920
--------- ---------
Total current assets 150,988 121,088
Property, equipment & improvements, net 72,664 64,566
Amounts receivable from orthodontic
entities, less current portion 16,785 12,586
Intangible assets 180,544 167,348
Other assets 1,569 1,434
--------- ---------
Total assets $ 422,550 $ 367,022
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable and other current
liabilities $ 19,904 $ 12,792
Current portion of long-term debt 3,206 6,020
--------- ---------
Total current liabilities 23,110 18,812
Deferred income taxes 16,331 16,910
Long-term debt, less current portion 56,264 52,773
---------------------------
Stockholders' equity:
Preferred stock -- --
Common stock, $.01 par value per share,
100,000,000 shares authorized, 48,587,000
shares outstanding at September 30, 2000
and 48,066,000 shares outstanding
at December 31, 1999 485 481
Additional paid-in capital 163,778 161,465
Due from key employees (4,981) (5,236)
Capital contribution received
from shareholders (2,491) (2,618)
Retained earnings 170,054 124,435
--------- ---------
Total stockholders' equity 326,845 278,527
--------- ---------
Total liabilities and
stockholders' equity $ 422,550 $ 367,022
========= =========
</TABLE>
(1) The consolidated balance sheet at December 31, 1999 has been derived
from the audited consolidated financial statements at that date but
does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
See notes to condensed consolidated financial statements.
3
<PAGE> 4
Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
---------------------------
2000 1999
--------- --------
(in thousands, except
per share data)
<S> <C> <C>
Net revenue $ 215,046 $ 164,219
--------- ---------
Direct expenses:
Employee costs 57,096 44,554
Orthodontic supplies 16,014 12,425
Rent 17,279 13,468
Marketing and advertising 16,202 12,302
--------- ---------
106,591 82,749
General and administrative 22,122 16,841
Depreciation and amortization 10,410 8,946
--------- ---------
Operating profit 75,923 55,683
Interest expense (3,070) (1,762)
Interest income 428 336
--------- ---------
Income before income taxes 73,281 54,257
Provision for income taxes 27,663 20,482
--------- ---------
Income before cumulative effect of
a change in accounting principle 45,618 33,775
Cumulative effect of a change in
accounting principle, net of
income tax benefit of $410 -- (678)
--------- ---------
Net income $ 45,618 $ 33,097
========= =========
Net income per share:
Basic $ 0.94 $ 0.69
========= =========
Diluted before cumulative
effect of change in
accounting principle $ 0.92 $ 0.69
Cumulative effect of change in
accounting principle -- 0.02
--------- ---------
Diluted net income per share $ 0.92 $ 0.67
========= =========
Average shares outstanding
Basic 48,343 47,972
========= =========
Diluted 49,482 48,711
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30
-------------------------
2000 1999
--------- --------
(in thousands, except
per share data)
<S> <C> <C>
Net revenue $ 77,515 $ 59,770
-------- --------
Direct expenses:
Employee costs 20,517 16,290
Orthodontic supplies 5,902 4,579
Rent 6,212 4,917
Marketing and advertising 6,030 4,623
-------- --------
38,661 30,409
General and administrative 7,971 6,123
Depreciation and amortization 3,630 3,144
-------- --------
Operating profit 27,253 20,094
Interest expense (1,149) (790)
Interest income 114 126
-------- --------
Income before income taxes 26,218 19,430
Provision for income taxes 9,897 7,335
-------- --------
Net income $ 16,321 $ 12,095
======== ========
Net income per share:
Basic $ 0.34 $ 0.25
======== ========
Diluted $ 0.33 $ 0.25
======== ========
Average shares outstanding
Basic 48,503 48,033
======== ========
Diluted 49,967 48,802
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
Orthodontic Centers of America, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30
-------------------------
2000 1999
--------- --------
(in thousands)
<S> <C> <C>
Operating activities:
Net income $ 45,618 $ 33,097
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for bad debt expense 1,654 1,528
Depreciation and amortization 10,410 8,946
Deferred income taxes (90) 1,131
Cumulative effect of change in accounting
principle -- 1,088
Changes in operating assets and liabilities:
Patient receivables (7,742) (5,148)
Unbilled patient receivables and
patient prepayments (21,771) (14,844)
Supplies inventory, prepaid expenses
and other (1,374) (2,708)
Amounts receivable from/payable to
orthodontic entities (396) (1,519)
Accounts payable and other current
liabilities 6,814 (3,209)
-------- --------
Net cash provided by operating activities 33,123 18,361
Investing activities:
Purchase of property, equipment
and improvements (13,690) (16,161)
Net proceeds from
available-for-sale investments 983 1,187
Advances to orthodontic entities (5,621) (4,193)
Payments from orthodontic entities 1,422 1,524
Intangible assets acquired (17,293) (13,195)
-------- --------
Net cash used in investing activities (34,199) (30,838)
Financing activities:
Issuance of common stock 2,339 307
Proceeds from long term debt 3,487 19,920
Repayment of long-term debt (3,171) (3,976)
-------- --------
Net cash provided by (used in)
financing activities 2,655 16,251
-------- --------
Change in cash
and cash equivalents 1,579 3,774
Cash and cash equivalents at
beginning of period 5,822 1,601
-------- --------
Cash and cash equivalents at
end of period $ 7,401 $ 5,375
======== ========
Supplemental cash flow information:
Interest paid $ 691 $ 1,663
======== ========
Income taxes paid $ 6,921 $ 26,039
======== ========
Supplemental disclosures of
non-cash investing and financing
activities:
Long term debt and common stock
issued (net of returns) in acquisition of
intangible and other assets $ 1,441 $ 4,134
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 7
Orthodontic Centers of America, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 30, 2000
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Orthodontic Centers of America, Inc. (the "Company") provides
integrated business services to orthodontists on an international
basis. The Company provided business services to 579 orthodontic
centers located throughout the United States and in Japan, Mexico and
Puerto Rico as of September 30, 2000.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals and adjustments necessary to convert the Company's
cash basis accounting records to the accrual basis) considered
necessary for a fair presentation have been included. Operating results
for the three and nine month periods ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31,
1999.
2. REVENUE RECOGNITION
The Company provides business operations, financial, marketing and
administrative services to orthodontists and their orthodontic
entities. These services are provided under service, management and
consulting agreements with the orthodontist and their wholly-owned
orthodontic entities (hereafter referred to as "service agreements").
These service agreements are generally for a term of 20-40 years, with
most being 20-25 years. The practicing orthodontists own the
orthodontic entities.
Revenue is earned by the Company under the service agreements equal to
approximately 24% of new patient contract balances in the first month
of new contracts plus a portion of existing contract balances, less
amounts retained by the orthodontic entities. The orthodontic entities
retain all orthodontic center revenue not paid to the Company as
service fees. The amounts retained by the orthodontic entities are
dependent on their financial performance, based in significant part on
the orthodontic entities' cash receipts and
7
<PAGE> 8
Orthodontic Centers of America, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (continued)
2. REVENUE RECOGNITION (CONTINUED)
disbursements. Under the terms of the service agreements, the
orthodontic entities assign their receivables (billed and unbilled)to
the Company in payment of the Company's service fees. The Company is
responsible for collection.
3. EARNINGS PER SHARE
Basic and diluted earnings per share are based on the weighted average
number of shares of common stock and common equivalent shares (stock
options) outstanding during the period.
4. CHANGE IN ACCOUNTING PRINCIPLE
In April 1998, the AICPA issued SOP 98-5, Reporting on the Costs of
Start-Up Activities. SOP 98-5 requires companies to expense start-up
costs, including organizational costs, as incurred. Upon adoption of
SOP 98-5, a company is required to record any previously capitalized
start-up or organizational costs as a cumulative expense. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998. On
January 1, 1999, the Company recorded a change of $680,000 (net of
income tax benefit of $410) to expense costs that had been previously
capitalized, to comply with SOP 98-5.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company's business was established in 1985 by Dr. Gasper Lazzara,
Jr. and Bartholomew F. Palmisano, Sr. The Company provided integrated business
services to 579 orthodontic centers (the "Orthodontic Centers") throughout the
United States and in Japan, Mexico and Puerto Rico at September 30, 2000.
The following table sets forth certain information relating to the
growth in the number of Orthodontic Centers for the periods shown:
<TABLE>
<CAPTION>
Nine months ended
Year ended December 31, September 30,
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- -----------------
<S> <C> <C> <C> <C> <C> <C>
Number of centers at
beginning of period 75 145 247 360 469 537
Number of centers
developed during period 44 53 58 54 36 12
Number of centers
acquired during period 29 68 78 66 32 37
Number of centers
consolidated during period (3) (19) (23) (11) -- (7)
---- ---- ---- ---- ---- ----
Number of centers
at end of period 145 247 360 469 537 579
==== ==== ==== ==== ==== ====
</TABLE>
Of the 579 Orthodontic Centers at September 30, 2000, 300 were
developed by the Company and 353 were existing orthodontic practices the assets
of which were acquired by the Company, of which 74 were consolidated. The
Company expects that future growth in the number of Orthodontic Centers will
come from both developing new Orthodontic Centers with existing and newly
recruited Affiliated Orthodontists and acquiring the assets of, and affiliating
with, existing practices of other orthodontists.
Generally, when the Company develops a new Orthodontic Center, all
patients treated at the Orthodontic Center are new patients and, in the first
several months after commencing operations, the Orthodontic Center is open only
for a limited number of days each month as new patients are added. The
Orthodontic Centers have generally become increasingly more productive and
profitable as more new patients are added and existing patients return for
monthly follow-up visits. After 26 months of operations, a Orthodontic Center's
growth in patient base has typically begun to stabilize as the initial patients
complete treatment. An Orthodontic Center can increase the number of patients
treated by improving the efficiency of its clinical staff, by increasing patient
treatment intervals and by adding operating days or orthodontists. The
Orthodontic Centers may also increase revenue by implementing periodic price
increases. After affiliating with the Company, established orthodontic practices
have typically increased their revenue by applying the Company's operating
strategies and systems, including increased advertising and efficient patient
scheduling.
The Company earns its revenue from long-term service or consulting
agreements entered into with affiliated orthodontists and their professional
corporations or other entities ("Affiliated Orthodontists"). Pursuant to the
service agreements, during each month during the term of the service agreement,
the Company earns a fee equal to approximately 24% of the aggregate amount of
all new patient contracts entered into during that particular month, plus the
aggregate of the allocated monthly balance amount of all patient contracts
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<PAGE> 10
entered into in prior months, less amounts retained by the Affiliated
Orthodontists. The remaining contract balances are allocated equally over the
remaining months during the terms of the patient contracts, which average 26
months. Since January 1, 1997, approximately 1.0% of the Company's annual net
revenue has been uncollectible.
The amounts retained by an Affiliated Orthodontist are dependent on his
or her financial performance, based in significant part on profitability on a
cash basis. Amounts retained by an Affiliated Orthodontist who operates a newly
developed Orthodontic Center are typically reduced by operating losses on a cash
basis because of start-up expenses. An Affiliated Orthodontist's share of these
operating losses is added to the Company's fee in the period during which the
operating losses are incurred, with such fees aggregating approximately $840,000
and $2,400,000 for the three and nine months ended September 30, 2000,
respectively. In addition, a $25,000 annual fee is earned by the Company with
respect to 42 Orthodontic Centers.
The terms of consulting agreements vary depending upon the regulatory
requirements of the particular state in which an Orthodontic Center is located.
In a limited number of states, the Company may only provide consulting services
to orthodontists and may not manage an orthodontist's practice. The consulting
fee payable to the Company is determined at the time of affiliation, is
generally limited to compensation for the specific consulting services performed
and is generally based on criteria such as the number of hours of operations of
the applicable Orthodontic Centers.
The Company provides Affiliated Orthodontists business and operational
services, including implementing advertising and marketing programs, preparing
budgets, providing staff, purchasing inventory, providing patient scheduling
systems, billing and collecting fees, providing office space and equipment and
maintaining records. Operating expenses of the Orthodontic Centers are expenses
of the Company and are recognized as incurred.
Employee costs consist of wages, salaries and benefits paid to all
employees of the Company, including orthodontic assistants, business staff and
management personnel. General and administrative expenses consist of provision
for losses of patient contracts and receivables, professional service fees,
maintenance and utility costs, office supply expense, telephone expense, taxes,
license fees, and printing and shipping expense.
Patient contracts are for terms averaging 26 months and are generally
payable in equal monthly installments throughout the term of treatment, except
for the last month when a final payment is made. During the first quarter of
1999, the Orthodontic Centers generally implemented a fee increase from $98 per
month to $109 per month, with an increase in the final payment from $398 to
$436. During the first quarter of 2000, approximately 30% of the Orthodontic
Centers implemented a fee increase from $109 per month to $119 per month, with
an increase in the final payment from $436 to $476. If a patient discontinues
treatment prior to expiration of the term of his or her contract, the patient is
generally required to pay the fees earned by the Affiliated Orthodontist through
the date of termination, which may exceed the amount of fees billed through that
date. Patients generally may transfer to another Orthodontic Center for
completion of their treatment and continue to pay the remaining balance under
their existing patient contract.
10
<PAGE> 11
RESULTS OF OPERATIONS
The following table sets forth the percentages of net revenue
represented by certain items in the Company's condensed consolidated statements
of income.
<TABLE>
<CAPTION>
Nine months ended Three Months Ended
September 30, September 30,
2000 1999 2000 1999
------ ----- ----- -----
<S> <C> <C> <C> <C>
Net revenue 100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----
Direct expenses:
Employee costs 26.6 27.1 26.5 27.3
Orthodontic supplies 7.5 7.6 7.6 7.7
Rent 8.0 8.2 8.0 8.2
Marketing and advertising 7.5 7.5 7.8 7.7
----- ----- ----- -----
Total direct expenses 49.6 50.4 49.9 50.9
General and administrative 10.3 10.3 10.2 10.2
Depreciation and amortization 4.8 5.4 4.7 5.3
----- ----- ----- -----
Operating profit 35.3 33.9 35.2 33.6
Interest (income) expense 1.2 0.9 1.4 1.1
----- ----- ----- -----
Income before income taxes 34.1 33.0 33.8 32.5
Provision for income taxes 12.9 12.5 12.7 12.3
----- ----- ----- -----
Net income 21.2% 20.5% 21.1% 20.2%
===== ===== ===== =====
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
NET REVENUE. Net revenue increased $50.8 million, or 31.0%, to $215.0 million
for the nine months ended September 30, 2000 from $164.2 million for the nine
months ended September 30, 1999. Approximately $15.1 million of this increase
was attributable to the Orthodontic Centers opened since January 1, 1999, and
approximately $35.7 million to the growth in net revenue of the Orthodontic
Centers open throughout both periods. The number of patient contracts increased
to approximately 327,000 at September 30, 2000 from approximately 255,000 at
September 30, 1999.
EMPLOYEE COSTS. Employee costs increased $12.5 million, or 28.1%, to $57.1
million for the nine months ended September 30, 2000 from $44.6 million for the
nine months ended September 30, 1999. As a percentage of net revenue, however,
employee costs decreased to 26.6% for the nine months ended September 30, 2000
from 27.1% for the nine months ended September 30, 1999. The percentage decrease
primarily reflects efficiencies achieved through general changes to patient
treatment schedules by our Affiliated Orthodontists, which resulted in fewer
treatments per patient contract.
ORTHODONTIC SUPPLIES. Orthodontic supplies expense increased $3.6 million, or
28.9%, to $16.0 million for the nine months ended September 30, 2000 from $12.4
million for the nine months ended September 30, 1999. As a percentage of net
revenue, however, orthodontic supplies expense decreased to 7.5% for the nine
months ended September 30, 2000 from 7.6% for the nine months ended September
30, 1999, due to cost improvements attained through bulk purchasing and our
proprietary inventory control and ordering system.
RENT. Rent expense increased $3.8 million, or 28.3%, to $17.3 million for the
nine months ended September 30, 2000 from $13.5 million for the nine months
ended September 30, 1999. The increase in this expense was attributable to
11
<PAGE> 12
Orthodontic Centers affiliated, opened or relocated after September 30, 1999. As
a percentage of net revenue, however, rent expense decreased to 8.0% for the
nine months ended September 30, 2000 from 8.2% for the nine months ended
September 30, 1999. The decrease in the percentage is attributable to the growth
in revenue for Orthodontic Centers developed or affiliated after January 1,
1999, and the relatively fixed nature of rent expense.
MARKETING AND ADVERTISING. Marketing and advertising expense increased $3.9
million, or 31.7%, to $16.2 million for the nine months ended September 30, 2000
from $12.3 million for the nine months ended September 30, 1999. As a percentage
of net revenue, marketing and advertising expense remained constant at 7.5% for
the nine months ended September 30, 2000 and for the nine months ended September
30, 1999. The increase in this expense resulted primarily from increases in
marketing and advertising related to growth in net revenue for existing
Orthodontic Centers as well as marketing and advertising for Orthodontic Centers
added after September 30, 1999.
GENERAL AND ADMINISTRATIVE. General and administrative expense increased $5.3
million, or 31.4%, to $22.1 million for the nine months ended September 30, 2000
from $16.8 million for the nine months ended September 30, 1999. The increase in
general and administrative expense resulted primarily from the addition of
Orthodontic Centers and increases in our Affiliated Orthodontists' patient base
after September 30, 1999. As a percentage of net revenue, general and
administrative expense remained constant at 10.3% for the nine months ended
September 30, 2000 and the nine months ended September 30, 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased
$1.5 million, or 16.4%, to $10.4 million for the nine months ended September 30,
2000 from $8.9 million for the nine months ended September 30, 1999. The
increase in this expense is a result of the fixed assets acquired and service
agreements entered into for Orthodontic Centers developed, acquired or relocated
after September 30, 1999. As a percentage of net revenue, however, depreciation
and amortization expense decreased to 4.8% for the nine months ended September
30, 2000 from 5.4% for the nine months ended September 30, 1999.
OPERATING PROFIT. Operating profit increased $20.2 million, or 36.3%, to $75.9
million for the nine months ended September 30, 2000 from $55.7 million for the
nine months ended September 30, 1999. As a percentage of net revenue, operating
profit increased to 35.3% for the nine months ended September 30, 2000 from
33.9% for the nine months ended September 30, 1999 as a result of the factors
discussed above.
INTEREST. Net interest expense increased $1.2 million, or 85.2%, to $2.6 million
for the nine months ended September 30, 2000 from $1.4 million for the nine
months ended September 30, 1999. As a percentage of net revenue, net interest
expense increased to 1.2% for the nine months ended September 30, 2000 from 0.9%
for the nine months ended September 30, 1999. The increase in this expense is
the result of an increase since September 30, 1999 in the average balance of
borrowings under the Company's $100 million revolving line of credit associated
with expansion in new and existing markets and an increase in the average
interest rate charged for those borrowings.
PROVISION FOR INCOME TAXES. Provision for income taxes increased $7.2 million,
or 35.1%, to $27.7 million for the nine months ended September 30, 2000 from
$20.5 million for the nine months ended September 30, 1999. The Company's
effective income tax rate was 37.8% for the nine months ended September 30, 2000
and for the nine months ended September 30, 1999.
12
<PAGE> 13
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE. Pursuant to AICPA's
adoption of SOP 98-5, Reporting on the Costs of Start-Up Activities, the Company
recorded a cumulative effect of a change in accounting principle of $680,000
(net of an income tax benefit of $410,000) in the nine months ended September
30, 1999.
NET INCOME. Net income increased $12.5 million, or 37.8%, to $45.6 million for
the nine months ended September 30, 2000 from $33.1 million for the nine months
ended September 30, 1999. As a percentage of net revenue, net income increased
to 21.2% for the nine months ended September 30, 2000 from 20.5% for the nine
months ended September 30, 1999 as a result of the factors discussed above.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
NET REVENUE. Net revenue increased $17.7 million, or 29.7%, to $77.5 million for
the three months ended September 30, 2000 from $59.8 million for the three
months ended September 30, 1999. Approximately, $4.2 million of this increase
was attributable to the Orthodontic Centers opened since January 1, 1999, and
approximately $13.5 million to the growth in net revenue of the Orthodontic
Centers open throughout both periods. The number of patient contracts increased
to approximately 327,000 at September 30, 2000 from approximately 255,000 at
September 30, 1999.
EMPLOYEE COSTS. Employee costs increased $4.2 million, or 25.9%, to $20.6
million for the three months ended September 30, 2000 from $16.3 million for the
three months ended September 30, 1999. As a percentage of net revenue, however,
employee costs decreased to 26.5% for the three months ended September 30, 2000
from 27.3% for the three months ended September 30, 1999. The percentage
decrease primarily reflects efficiencies achieved through a general change to
longer patient treatment intervals by our Affiliated Orthodontists, which
resulted in fewer treatments per patient contract.
ORTHODONTIC SUPPLIES. Orthodontic supplies expense increased $1.3 million, or
28.9%, to $5.9 million for the three months ended September 30, 2000 from $4.6
million for the three months ended September 30, 1999. As a percentage of net
revenue, orthodontic supplies expense decreased to 7.6% for the three months
ended September 30, 2000 from 7.7% for the three months ended September 30,
1999. Cost improvements attained through bulk purchasing were offset by
increased expense associated with an increased percentage of new patient
treatment days, which require greater orthodontic supplies per patient,
associated with the opening of additional Orthodontic Centers.
RENT. Rent expense increased $1.3 million, or 26.3%, to $6.2 million for the
three months ended September 30, 2000 from $4.9 million for the three months
ended September 30, 1999. The increase in this expense was attributable to
Orthodontic Centers affiliated, opened or relocated after September 30, 1999. As
a percentage of net revenue, however, rent expense decreased to 8.0% for the
three months ended September 30, 2000 from 8.2% for the three months ended
September 30, 1999. The decrease in the percentage is attributable to the growth
in revenue for Orthodontic Centers developed or affiliated after January 1,
1999, and the relatively fixed nature of rent expense.
13
<PAGE> 14
MARKETING AND ADVERTISING. Marketing and advertising expense increased $1.4
million, or 30.4%, to $6.0 million for the three months ended September 30, 2000
from $4.6 million for the three months ended September 30, 1999. As a percentage
of net revenue, marketing and advertising expense increased to 7.8% for the
three months ended September 30, 2000 from 7.7% for the three months ended
September 30, 1999. The increase in this expense resulted primarily from
increases in marketing and advertising related to growth in net revenue for
existing Orthodontic Centers as well as marketing and advertising for
Orthodontic Centers added after September 30, 1999.
GENERAL AND ADMINISTRATIVE. General and administrative expense increased $1.9
million, or 30.2%, to $8.0 million for the three months ended September 30, 2000
from $6.1 million for the three months ended September 30, 1999. The increase in
general and administrative expense resulted primarily from the addition of
Orthodontic Centers and increases in our Affiliated Orthodontists' patient base
after September 30, 1999. As a percentage of net revenue, general and
administrative expense remained the same for the three months ended September
30, 2000 compared to the three months ended September 30, 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased
$500,000, or 15.5%, to $3.6 million for the three months ended September 30,
2000 from $3.1 million for the three months ended September 30, 1999. The
increase in this expense is a result of the fixed assets acquired and service
agreements entered into for Orthodontic Centers developed, acquired or relocated
after September 30, 1999. As a percentage of net revenue, however, depreciation
and amortization expense decreased to 4.7% for the nine months ended September
30, 2000 from 5.3% for the nine months ended September 30, 1999.
OPERATING PROFIT. Operating profit increased $7.2 million, or 35.6%, to $27.3
million for the three months ended September 30, 2000 from $20.0 million for the
three months ended September 30, 1999. As a percentage of net revenue, operating
profit increased to 35.2% for the three months ended September 30, 2000 from
33.6% for the three months ended September 30, 1999 as a result of the factors
discussed above.
INTEREST. Net interest expense increased $370,000, or 55.9%, to $1.0 million for
the three months ended September 30, 2000 from $660,000 for the three months
ended September 30, 1999. As a percentage of net revenue, net interest expense
increased to 1.4% for the three months ended September 30, 2000 from 1.1% for
the three months ended September 30, 1999. The increase in this expense is the
result of an increase since September 30, 1999 in the average balance of
borrowings under the Company's $100 million revolving line of credit associated
with expansion in new and existing markets and an increase in the average
interest rate charged for those borrowings.
PROVISION FOR INCOME TAXES. Provision for income taxes increased $2.6 million,
or 34.9%, to $9.9 million for the three months ended September 30, 2000 from
$7.3 million for the three months ended September 30, 1999. The Company's
effective income tax rate was 37.8% for the three months ended September 30,
2000 and the three months ended September 30, 1999.
NET INCOME. Net income increased $4.2 million, or 34.9%, to $16.3 million for
the three months ended September 30, 2000 from $12.1 million for the three
months ended September 30, 1999. As a percentage of net revenue, net income
14
<PAGE> 15
increased to 21.1% for the three months ended September 30, 2000 from 20.2% for
the three months ended September 30, 1999 as a result of the factors discussed
above.
LIQUIDITY AND CAPITAL RESOURCES. Our net cash provided by operations for the
nine months ended September 30, 2000 was $33.1 million as compared to $18.4
million for the comparable period of 1999. Net billed and unbilled patient
receivables at September 30, 2000 increased $27.9 million, or 30%, over December
31, 1999 levels as a result of increases in the number of patients being treated
and the fees for treatment in the Orthodontic Centers. Unbilled patient
receivables represent patient revenue earned under patient contracts in excess
of the amount billed under those patient contracts. Unbilled patient receivables
represent patient revenue earned under patient contracts in excess of the amount
billed under those patient contracts. The following table presents certain
information with respect to increases in billed and unbilled patient receivables
for Orthodontic Centers open less than 26 months and those open 26 months or
more for the periods indicated:
<TABLE>
<CAPTION>
Nine months ended
September 30,
2000 1999
--------- ---------
<S> <C> <C>
(Increase)/decrease in patient receivables:
Orthodontic Centers affiliated 26 months or
more
Billed patient receivables $ (2,234) $ (725)
Unbilled patient receivables and
patient prepayments (9,839) (4,035)
-------- --------
(12,073) (4,760)
Orthodontic Centers affiliated less than 26 months
Billed patient receivables (5,514) (4,423)
Unbilled patient receivables and
patient prepayments (11,932) (10,811)
-------- --------
(17,446) (15,234)
-------- --------
Total (increase)/decrease in patient receivables $(29,519) $(19,994)
======== ========
</TABLE>
15
<PAGE> 16
The Company expects that available cash, cash equivalents, available
for sale investments, cash flow from operations and existing short-term lines of
credit will be sufficient to meet the Company's normal operating requirements,
including acquisitions of service and consulting contracts, for at least the
next 12 months. The Company has a $100 million revolving line of credit
available for expansion and general working capital needs. At September 30,
2000, approximately $56 million of indebtedness was outstanding under the line
of credit. During the twelve month period ended September 30, 2000, the Company
expended $78.3 million of cash for fixed assets, intangible assets, repayment of
long-term debt and income taxes. However, the Company's cash and cash
equivalents increased by $1.6 million during the nine months ended September 30,
2000, as summarized below. The remainder of the cash expenditures were financed
from the Company's cash flow from operations and revolving line of credit.
<TABLE>
<CAPTION>
Nine months ended
September 30,
2000 1999
------ ------
<S> <C> <C>
Cash, cash equivalents and available for sale
investments at beginning of period $5,822 $1,601
(Decrease)/increase in cash, cash equivalents and available
for sale investments 1,579 3,774
------ ------
Cash and cash equivalents at end of period $7,401 $5,375
====== ======
</TABLE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the three months ended September 30, 2000 there were no material
changes to the quantitative and qualitative disclosures about market risks
presented in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
16
<PAGE> 17
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit number Description
-------------- -----------
3.1 Bylaws of the Company
(incorporated by reference
to exhibits filed with the
Company's Registration
Statement on Form S-1,
Registration Statement No.
33-85326)
3.2 Restated Certificate of
Incorporation of the
Company (incorporated by
reference to exhibits filed
with Company's Registration
Statement on Form S-3,
Registration Statement
No. 333-36799)
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K for the three months ended
September 30, 2000.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Orthodontic Centers of America, Inc.
------------------------------------
(Registrant)
Date: November 10, 2000 /s/ Bartholomew F. Palmisano, Sr.
-------------------------------------
Bartholomew F. Palmisano, Sr.
President and Chief Executive Officer
/s/ Bartholomew F. Palmisano, Jr.
-------------------------------------
Bartholomew F. Palmisano, Jr.
Chief Financial Officer, Secretary
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 Bylaws of the Company
(incorporated by reference
to exhibits filed with the
Company's Registration
Statement on Form S-1,
Registration Statement No.
33-85326)
3.2 Restated Certificate of
Incorporation of the
Company (incorporated by
reference to exhibits filed
with Company's Registration
Statement on Form S-3,
Registration Statement
No. 333-36799)
27 Financial Data Schedule
</TABLE>
